General conditions of sales

FRANCE - Conditions

Clause n°1 : Object

The general terms and conditions of sale (GTC) described hereafter detail the rights and obligations of the company BlueFinch-ESBD France SAS hereafter called BlueFinch-ESBD and its customer within the framework of the sale of the services and goods having been the subject of a preliminary commercial offer.
Any service provided by BlueFinch-ESBD therefore implies the buyer’s unconditional acceptance of these general terms of sale.

Clause n°2 : Prices

The prices of the software and services sold are those in force on the day the order is placed. They are denominated in euros and calculated without taxes.
Consequently, they will be increased by the VAT rate at the day of the order.
BlueFinch-ESBD reserves the right to modify its prices at any time.
However, BlueFinch-ESBD undertakes to invoice the goods ordered at the prices indicated at the time the order is registered.

Clause n°3 : Discounts and rebates

The proposed prices include the discounts and rebates that BlueFinch-ESBD may grant according to specific conditions negotiated with the buyer.

Clause n°4 : Discount

No discount will be granted in case of early payment.

Clause n°5 : Terms of payment

For the acquisition of software in License + Maintenance mode, the billing is done at the reception of the order.
For the acquisition of software in Subscription or Rental mode, invoicing is carried out on receipt of the order for the first period, then 2 months before each new renewal period.
For maintenance renewals, invoicing is done 2 months before the end of the current period after acceptance of a renewal estimate.
For the services, the invoicing is carried out at the end of each month.
The payment of the orders is carried out:

By bank transfer
At the time of the recording of the order, BlueFinch-ESBD will provide an IBAN to the buyer. The invoices are to be paid at 30 days net.

Clause n° 6 : Late payment

In case of non-payment of the delivered goods, in whole or in part, on the due date of the invoice, the buyer shall pay to BlueFinch-ESBD a late payment penalty equal to three times the legal interest rate.
The rate of the legal interest retained is the one in force at the day of the delivery of the goods.
This penalty shall be calculated on the amount due, including VAT, and shall run from the due date without any prior notice of default being required.
In addition to the late payment penalties, any sum, including the deposit, not paid on the due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs [Articles 441-6, I paragraph 12 and D. 441- 5 of the Commercial Code].

Clause n° 7 : Resolutive clause

If within fifteen days following the implementation of the clause “Late payment”, the buyer has not paid the remaining sums due, the sale will be automatically resolved and may give rise to the right to the allocation of damages to the benefit of the company BlueFinch-ESBD.

Clause n° 8 : Clause of property reserve

The buyer does not become the owner of the goods sold until the full payment of the price, in principal and in accessories. In this respect, if the buyer is subject to a receivership or a judicial liquidation, BlueFinch-ESBD reserves the right to claim, within the framework of the collective procedure, the goods sold and remained unpaid.

Clause n° 9 : Delivery

In the case of software sales, delivery is made in a dematerialized form.
The binaries or files (in the form of digital archives) will be made available to the customer so that he can carry out a download of the product(s) or BlueFinch-ESBD ensures the digital transfers of the files/archives. The software is delivered with a temporary activation key in accordance with the terms and conditions of each publisher.
If the software is purchased in “license and maintenance” mode, the final keys are provided within 10 working days of receipt of full payment by BlueFinch-ESBD.

In the case of a purchase of the software(s) in “subscription or rental” mode, the temporary keys of a duration corresponding to the periodicity of subscription or rental by the customer are provided within 10 working days following the reception of the complete payment by BlueFinch-ESBD.
The delivery time indicated at the time of the order registration is given as an indication only and is not guaranteed in any way. Consequently, any reasonable delay in the delivery of the products will not give place to the profit of the purchaser to :
– The allocation of damages and interests;
– The cancellation of the order.

Clause n° 10 : Force majeure

The responsibility of BlueFinch-ESBD cannot be implemented if the non-execution or the delay in the execution of one of its obligations described in the present general conditions of sale results from a case of force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of Article 1218 of the Civil Code.

Clause n° 11 : Right of use of the brand

The customer authorizes the company BlueFinch-ESBD to use its logo on its website, partner sites and on various commercial and marketing documents aimed at presenting customer references.
The logo will not be subject to any modification and will be used in accordance with the graphic charter defined by the customer.
This right of use will be automatically revoked as soon as the customer and BlueFinch-ESBD have no more commercial relationship.
If the customer does not wish to authorize the company BlueFinch-ESBD to use its logo within the framework defined above, it will have to expressly mention it at the time of the acceptance of these GTC.

Clause n° 12 : Competent court

Any dispute relating to the interpretation and execution of these general conditions of sale is subject to French law. In the absence of amicable resolution, the dispute will be brought before the Commercial Court of Epinal.